you mean when EcoNav was acting as some sort of MIDDLE MAN???
EcoNavigation Transaction
On January 2, 2015, we entered into four related agreements with EcoNavigation, LLC (“EcoNavigation”) in connection with the supply of plastic-to-oil, or P2O, processors by the Company to EcoNavigation, and the Company’s related license of certain P2O technologies, supply of catalyst materials and provision of maintenance and other services. The obligation of EcoNavigation to purchase any P2O processors and to perform its other obligations under the agreements are contingent upon successful completion of a pilot program and other contingencies described below. The four agreements, which are described in more detail below and attached as exhibits hereto are: (i) an Equipment Supply Contract, (ii) a Technology License and Referral Agreement, (iii) a Catalyst Supply Agreement, and (iv) a Monitoring, Maintenance, Repair and Upgrade Agreement (collectively, the “Processor Agreements”).
The Processor Agreements establish the Company as the exclusive supplier of processing equipment to be used by EcoNavigation, which is engaged in the business of processing plastic feedstock for the purpose of creating fuel. However, the Company may sell its processors or may enter into licensing agreements with other companies in the future, insofar as the Processor Agreements are not exclusive as to the Company.
Equipment Supply Contract
The Equipment Supply Contract provides for the purchase of P2O processors by EcoNavigation from the Company. Assuming the satisfaction of the contingencies described below, EcoNavigation will purchase a minimum of six processors within three years from the execution of this Contract. Further, not less than two processors, and up to four processors, may be ordered by EcoNavigation as part of its initial order (“Initial Order”). The amount to be paid by EcoNavigation to the Company under the Initial Order will be between $5 million and $10 million, depending on the number of processors ordered.
Technology License and Referral Agreement
The Technology License and Referral Agreement provides that the Company will grant EcoNavigation a non-exclusive license in the United States for a twenty-year term to use and apply certain technology owned by the Company for the processing of plastic feedstock using the processors purchased by EcoNavigation from the Company pursuant to the Equipment Supply Contract. In exchange for the license granted, the Company will receive a monthly royalty equal to five percent of the gross revenues from sales by EcoNavigation of fuel and other byproducts generated by the processors. This Agreement also provides for an escrow of certain know-how related to the catalyst, which will be automatically licensed to EcoNavigation in the event of certain failures by the Company to meet its obligations under the Catalyst Supply Agreement so that EcoNavigation may seek an alternate catalyst supplier until the failure is remedied.
Catalyst Supply Agreement
The Catalyst Supply Agreement provides that, for the same term as the Technology License and Referral Agreement, the Company will supply the catalyst needed by EcoNavigation for all processors purchased from the Company. EcoNavigation will pay the Company $0.50 per pound for the catalyst, subject to Consumer Price Index adjustments.
Monitoring, Maintenance, Repair and Upgrade Agreement
The Monitoring, Maintenance, Repair and Upgrade Agreement provides that, for twenty years from the operational commencement of the last processor supplied to EcoNavigation, the Company will perform monitoring, special maintenance, and upgrades in connection with the processors purchased by EcoNavigation. EcoNavigation will pay for parts and labor in accordance with a schedule set forth in the Agreement.
